Losing With Grace
by VonHosselfratt
Summary: Set in the 80's. Will Truman loves his girlfriend, Grace Adler. He just doesn't particularly want to make out with her. There's nothing wrong with that, right? (Semi-inspired by 3.08, "Lows in the Mid-Eighties").


**A/N Set in the 80s, this is sort of like a "prequel" to** _ **Lows in the Mid-Eighties,**_ **a Season 3 episode I rewatched recently. I was inspired by Will and Grace's one-sided romance and thought I'd churn out a quick fic about it.**

* * *

"Hey, Will, not that I'm not enjoying this marathon of _Mary Tyler Moore Show_ reruns," Grace says, sidling up closer to her boyfriend on the couch, "but could we maybe…?"

She bites her lip, in a way that is so deliberate and blatant, Will can't help but feel as though she's been practising for hours in the mirror.

"...Make out?"

Will smiles, and leans in for a quick peck on the lips.

He pulls back, but Grace remains leaning in, her mouth slightly open expectantly. Will grabs a handful of popcorn and shoves it playfully in her open mouth.

"Will!" Grace splutters, wiping her mouth indignantly.

"What? We're feeding each other. It's cute!" He opens his own mouth, and Grace reluctantly takes a piece of popcorn and throws it up in the air. Will catches it deftly.

"Not when I specifically asked for your tongue in my mouth," Grace presses, pouting. "Don't you want to make out?"

"Of course I do," Will says automatically, knowing that any other answer would sound ludicrous. Grace quirks a suggestive smile and scooches closer.

"Well then quit playing around and kiss me, you idiot." She sets down the bowl of popcorn and grabs the remote to turn down the volume on the twelve-inch television set. "After all, we both know that's why you invited me here in the first place."

Will didn't know how to tell his girlfriend that he genuinely _had_ wanted to watch TV and study together, and then perhaps delve into conversation about who was best dressed at the Academy Awards (Anjelica Huston, of course, with Sally Field coming in close second).

But before he can explain, Grace launches herself at him, effectively pinning him to the couch with her unusually sound upper-body strength. She settles into a straddling stance, with her legwarmer-clad limbs trapping him with no hope of escape.

"...Wow, Grace," he gasps. He feels like he should be congratulating her on her sexual confidence, before he remembers that he's the victim of said confidence.

She covers his mouth with hers, and they're suddenly kissing with a ferocity that he isn't quite prepared for.

Will lies under her, compliant, with one eye on the television. He squeezes his eyes shut experimentally, giving in to the sensation of Grace's lips moving against his.

It's not...unpleasant. Her lips taste nice, like apricot chapstick. He raises his hand and grabs the nearest part of her that he can reach, which happens to be her thick red hair.

"Oh, Will," Grace murmurs against his lips.

He tightens his grip in her hair, deciding it's a safe place to focus on. It would certainly take attention away from the way her thighs are anchored either side of him, holding him like a vise.

He likes Grace's hair.

It's soft, red, and bouncy. Like Bernadette Peters.

He tears his lips away with a loud smack.

"Hey, did you hear that Bernadette Peters is nominated for a Tony Award this year?" he laughs nervously. "I hope she gets it."

"My boobs are in your face," Grace says pointedly. "And you're talking to me about Bernadette Peters?"

Will looks down. Wow, Grace's breasts are pretty close to his face. Why isn't he leaping for joy right now? More importantly, why isn't his body having a _party in the basement_ right now?

Performance anxiety.

Right, that must be it.

Will is about to strangle out a response when there's a knock at the door.

" _William_!" Marilyn's slurred speech sounds from outside his room. "You've never spent this much time alone with a girl before. Should I be worried, or should I be throwing a celebration?"

"Just a minute, mom!" Will calls, beginning to sit up. "I'll be right there!"

Grace frowns, putting a hand on Will's chest to stop him.

"Oh, don't stop on account of me, dear. I just needed to make sure you're not indulging in those foolish things kids your age do, like watching pornography on pay-per-view or snorting Xanadu."

Will sighs.

"For the last time, Mom, _Xanadu_ isn't a party drug, it's a beloved but critically panned roller-disco musical starring Olivia Newton-John," he snaps. "And I'm not snorting anything!"

"Don't worry, Mrs Truman," Grace calls, almost purring. "He's in good hands." She winks at Will, whose heart sinks at the sound of his mother's footsteps leaving.

"Now, where were we?" Grace leans back in, and her breath is on Will's neck. He grimaces.

 _This is fun._

 _This is hot._

 _Hot. Women. Sexy. Boobs. Hot._

He chants this mantra in his head over and over, but to no avail.

Who is he kidding? He knows there's something seriously wrong if the highlight of the night was having a make-out session interrupted by his semi-drunken mother.

And he likes Grace.

He really, really, likes Grace. He likes the way she smells. He likes the way she laughs. And she's beautiful. God, she's beautiful. But as her lips trail his jaw and her hands squeeze at his thighs, he feels nothing.

He even feels nothing when her fingers begin to dip beneath the waistband of his jeans and-

"Woah, woah, woah," he gasps, sitting up almost bolt upright. "Grace, I can't…"

Grace sits back, looking hurt. The dejected look on her face almost breaks Will's heart.

"Grace, I just…" He rubs his hand over his face anxiously. "I can't right now."

"Did I do something wrong?" she pouts. "I know I was a little rough earlier, but Ellen said you'd like it-"

"No! No, I liked it!" Will protests. "I just...I'm not feeling so good right now. It must have been all that popcorn." He nods furiously, running a hand over the imaginary pain in his stomach. "Yeah, it...it bloats me right up."

"Oh," Grace says.

 _She seems to be buying it._

"Maybe we could...another time?" Will asks.

He throws Grace his signature smile. Grace always melts into putty at the sight of that smile, and Will knows he's cruelly using it to his advantage.

"Of course, Will. Whatever you want." She's disappointed, but she's smiling in return.

"Maybe we could just...cuddle?" he offers.

"...I'd like that."

Will exhales in relief as Grace lies down in front of him. He wraps an arm around her and presses his nose into her hair, smiling.

He much prefers this.

Grace sleepily takes the remote and turns the volume back up, and they resume their viewing activities. Almost instantaneously, the silence between them shifts from awkward to comfortable, as if the last five minutes had never happened.

"I can't believe people used to actually _wear_ this stuff in the 70s," she says to him lazily. "I mean, paisley dress with red turtleneck sweater? What were they thinking?"

"It was a primitive time," Will chimes in.

"Well, I don't get it." Grace grunts. "Feed me popcorn?"

Will leans forward and grabs a piece of popcorn, popping it into Grace's waiting mouth.

"Thanks," she says, muffled by chewing.

He looks down at her tenderly and smiles. He may be confused about a lot of things, but if one thing's for sure, he'll always love Grace Adler.

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 **A/N Thanks for reading! This was way cornier than my other fics, but I hope you'll forgive me for that. If you noticed, I squeezed in a blink-and-you'll-miss-it reference to this week's** _ **How to Get Away With Murder.**_ **Technically I stole one of their lines, but I found it too funny to not replicate. Thanks for reading, and please, review if you have the time!**


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